Entry into a Material Definitive Agreement.

On October 2, 2018, Immunomedics, Inc. (the "Company") entered into privately negotiated exchange agreements (the "Exchange Agreements") with a limited number of holders ("Noteholders") of its outstanding 4.75% Convertible Senior Notes due 2020 (the "Convertible Notes"), pursuant to which the Company agreed to exchange, in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Exchanges"), approximately $12.9 million in aggregate principal amount of the Convertible Notes held by the Noteholders for approximately 2.57 million newly issued shares of the Company’s common stock, par value $0.01 per share (Filing, 8-K, Immunomedics, OCT 2, 2018, View Source [SID1234530614]).

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The Company anticipates that the Exchanges will be completed on or about October 5, 2018. Upon completion of the Exchanges, the aggregate principal amount of the Convertible Notes is expected to be reduced to approximately $7.1 million.

The Company expects to file the form of Exchange Agreement as an exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018. The foregoing description is qualified in its entirety by reference to the complete text of the form of Exchange Agreement when filed.

This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.